Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
BryanLGH Physician Network Inc
Employer identification number
20-1357375
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
0
0
0
0
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3,976,215
6,652,840
7,354,578
17,983,633
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
135,997
244,515
321,030
701,542
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
0
0
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
0
0
0
6
Total. Add lines 1 through 5.
4,112,212
6,897,355
7,675,608
18,685,175
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
0
0
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
495,752
507,318
505,820
1,508,890
c
Add lines 7a and 7b..
495,752
507,318
505,820
1,508,890
8
Public Support (Subtract line 7c from line 6.)
17,176,285
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
4,112,212
6,897,355
7,675,608
18,685,175
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
852
4,912
7,068
12,832
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
2,189
5,131
13,204
20,524
c
Add lines 10a and 10b.
3,041
10,043
20,272
33,356
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
0
0
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
0
0
0
0
13
Total support (Add lines 9, 10c, 11 and 12.).
4,115,253
6,907,398
7,695,880
18,718,531
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
BryanLGH Physician Network Inc
Employer identification number
20-1357375
Identifier
Return Reference
Explanation
NUMBER OF INDEPENDENT VOTING MEMBERS OF THE GOVERNING BOARD
FORM 990, PART VI, SECTION A, QUESTION 1B
BRYANLGH PHYSICIAN NETWORK'S BY-LAWS REQUIRE THAT AT LEAST THREE OF THE MEMBERS OF THE BOARD OF TRUSTEES SHALL BE EMPLOYED PHYSICIANS OF THE CORPORATION. ADDITIONALLY, BRYANLGH HEALTH SYSTEM HAS DETERMINED THAT TWO OF PHYSICIAN NETWORK'S BOARD MEMBERS SHALL BE VICE PRESIDENTS EMPLOYED BY BRYANLGH MEDICAL CENTER, AND ONE BOARD MEMBER SHALL BE A VICE PRESIDENT EMPLOYED BY BRYANLGH HEALTH SYSTEM. BRYANLGH HEALTH SYSTEM HAS DETERMINED THAT THESE NON-INDEPENDENT BOARD MEMBERS PROVIDE VALUABLE MEDICAL AND FINANCIAL LEADERSHIP TO THE CORPORATION. DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS FORM 990, PART VI, QUESTION 6 AS STATED IN THE CORPORATION'S ORGANIZING DOCUMENTS, THE SOLE MEMBER OF BRYANLGH PHYSICIAN NETWORK, INC. IS BRYANLGH HEALTH SYSTEM ("HEALTH SYSTEM"). HEALTH SYSTEM HAS THE RIGHTS UNDER THE ORGANIZING DOCUMENTS TO: 1) APPROVE SIGNIFICANT DECISIONS OF THE ORGANIZATION'S GOVERNING BODY; 2) ELECT THE MEMBERS OF THE GOVERNING BODY; AND 3) RECEIVE ANY REMAINING ASSETS AFTER DISSOLUTION OF THE ORGANIZATION. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTION 7A BRYANLGH HEALTH SYSTEM ("HEALTH SYSTEM") AS SOLE MEMBER OF BRYANLGH PHYSICIAN NETWORK, INC. ("PHYSICIAN NETWORK"), HAS THE RIGHT UNDER THE ORGANIZING DOCUMENTS TO REMOVE ANY TRUSTEE FROM OFFICE AT ANY TIME, WITH OR WITHOUT CAUSE BY A MAJORITY VOTE OF ALL OF THE VOTING MEMBERS OF THE BOARD OF HEALTH SYSTEM. ELECTION OF PHYSICIAN NETWORK'S BOARD OF TRUSTEES SHALL AT ALL TIMES BE SUBJECT TO THE APPROVAL OF THE HEALTH SYSTEM. DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, QUESTION 7B BRYANLGH HEALTH SYSTEM ("HEALTH SYSTEM") IS THE SOLE MEMBER OF BRYANLGH PHYSICIAN NETWORK ("PHYSICIAN NETWORK"). PURSUANT TO THE GOVERNING DOCUMENTS, THE BOARD OF TRUSTEES OF PHYSICIAN NETWORK MAY MANAGE THE AFFAIRS OF THE CORPORATION; HOWEVER, THE BOARD OF TRUSTEES MAY NOT, WITHOUT THE PRIOR APPROVAL OF THE HEALTH SYSTEM (1) ADOPT ANY LONG-TERM CAPITAL OPERATIONAL BUDGET; (2) ADOPT ANY CHANGES IN ANY ANNUAL OR LONG-TERM CAPITAL BUDGET OR OPERATIONAL EXPENSE BUDGET EXCEEDING $250,000 IN ANY SINGLE TRANSACTION OR $500,000 IN ANY ONE CORPORATION FISCAL YEAR; (3) APPROVE OR IMPLEMENT AMENDMENTS TO ITS MISSION STATEMENT OR TO STRATEGIC PLANS; (4) AMEND THE BYLAWS OR ARTICLES OF INCORPORATION (5) APPROVE THE TRANSFER, SALE OR OTHER DISPOSITION OF CAPITAL ASSETS IN ANY ONE CORPORATION FISCAL YEAR IN EXCESS OF $500,000; (6) ORGANIZE OR ACQUIRE, OR AUTHORIZE THE ORGANIZATION OR ACQUISITION OF ANY CORPORATION, ASSOCIATION, PARTNERSHIP, TRUST, SHARED SERVICE ARRANGEMENT, JOINT VENTURE OR OTHER ENTITY, DIRECTLY OR INDIRECTLY, WHERE THE CAPITAL EXPENDITURE OR OPERATING EXPENSES BY THE CORPORATION IN CONNECTION WITH SUCH ORGANIZATION OR ACQUISITION IN ANY ONE CORPORATION FISCAL YEAR EXCEEDS $500,000; (7) APPROVE ANY INDEBTEDNESS INVOLVING A MORTGAGE OR LIEN OF ANY KIND OR NATURE ON ASSETS OF THE CORPORATION WHERE THE BORROWING OR INDEBTEDNESS IN ANY ONE CORPORATION FISCAL YEAR EXCEEDS $500,000; (8) ELECT OR APPOINT TRUSTEES OR THE PRESIDENT OF THE CORPORATION; OR (9) TAKE ANY OTHER ACTIONS WHICH MAY BE INCONSISTENT WITH THE HEALTH SYSTEM'S GOALS AND OBJECTIVES. DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 FORM 990, PART VI, QUESTION 11B THIS 990 WAS REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. THE 990 WAS ALSO REVIEWED BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF BRYANLGH HEALTH SYSTEM. EACH MEMBER OF THE FINANCE COMMITTEE OF THE BOARD OF TRUSTEES OF BRYANLGH HEALTH SYSTEM RECEIVED A COMPLETE COPY OF THE 990, PRIOR TO THE SUBMISSION OF THE FORM TO THE INTERNAL REVENUE SERVICE. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICT OF INTEREST FORM 990, PART VI, QUESTION 12C BRYANLGH PHYSICIAN NETWORK HAS ADOPTED A WRITTEN CONFLICT OF INTEREST POLICY THAT IS MONITORED AND ENFORCED BY THE GOVERNANCE COMMITTEE OF BRYANLGH HEALTH SYSTEM, THE SOLE MEMBER OF THE CORPORATION. BOARD MEMBERS ARE REQUIRED TO ANNUALLY COMPLETE A CONFLICT OF INTEREST AND DISCLOSURE QUESTIONNAIRE TO IDENTIFY ANY POSSIBLE CONFLICTS OF INTEREST. FAILURE TO COMPLETE THE CONFLICT OF INTEREST QUESTIONNAIRE CAN RESULT IN DISCIPLINARY ACTIONS. THE CONFLICT OF INTEREST AND DISCLOSURE STATEMENTS ARE REVIEWED IN DETAIL BY THE GOVERNANCE COMMITTEE OF BRYANLGH HEALTH SYSTEM. CONFLICTS ARE MONITORED BY MEMBERS OF THE GOVERNANCE COMMITTEE. THE CONFLICT OF INTEREST POLICY HAS RESTRICTIONS FOR ANY BOARD MEMBER WITH A CONFLICT OF INTEREST; SUCH AS, PROHIBITING THEM FROM PARTICIPATING IN DELIBERATIONS AND VOTING WITH REGARD TO CERTAIN TRANSACTIONS IN WHICH THEY HAVE AN INTEREST. PROCESS FOR DETERMINING CEO/EXECUTIVE COMPENSATION FORM 990, PART VI, QUESTION 15 The Health System Board of Trustees believes compensation for the senior management team must reflect the complexities of leading and managing a multi-hospital health system that provides services throughout much of the state. The Health System board recognizes that leaders of the Health System are responsible for the quality of care, patient services and overall financial health of the largest private employer in Lincoln/Lancaster County. The Health System board has established a compensation plan that matches this level of responsibility. This Plan, known as the Senior Management Compensation Philosophy is reviewed at least annually by the Health System Board of Trustees and the Compensation Committee. This Compensation Philosophy targets base salary for senior managers at the 50th percentile of the market. The Compensation Committee is appointed by the Health System Board of Trustees and is made up of independent community leaders who all serve voluntarily, and who must adhere to a stringent conflict of interest policy. Executive compensation is determined and reviewed pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation Section 53.4958-6. The Compensation Committee conducts a comprehensive annual review of all compensation and benefits provided by the organization to the senior management team. This review is conducted by the Committee by utilizing national salary surveys, conducted by independent external firms. Compensation for senior managers is compared to compensation of senior managers at like institutions across the U.S. to determine that the value of compensation and benefits provided are reasonable and at fair market value. The Compensation Committee also works directly with an external independent compensation consultant to review the reasonableness of total compensation provided to the senior management team, and to assure that the total compensation paid conforms to the overall Compensation Philosophy. The compensation consultant provides written opinions to the Compensation Committee that assesses the reasonableness of the total executive compensation paid to senior managers. All decisions of the Compensation Committee are contemporaneously documented in the Compensation Committee minutes which are timely reviewed and approved by the Committee. EMPLOYED PHYSICIAN POSITIONS ARE REVIEWED AND COMPARED TO MGMA STANDARDS FOR THE SPECIFIC SPECIALTY UNDER REVIEW. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC FORM 990, PART VI, QUESTION 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE FOR PUBLIC DISCLOSURE. COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES FORM 990, PART VII, SECTION A IN KEEPING WITH BRYANLGH HEALTH SYSTEM'S BELIEFS AND STANDARDS OF BEHAVIOR REGARDING STEWARDSHIP, NO BOARD MEMBER SERVING ON PHYSICIAN NETWORK'S BOARD, OR ANY AFFILIATED BOARD, IS COMPENSATED FOR THEIR SERVICES AS A BOARD MEMBER. COMPENSATION AMOUNTS REPORTED IN FORM 990, PART VII, SECTION A ARE FOR SERVICES PERFORMED AS PHYSICIANS AND EXECUTIVES OF BRYANLGH PHYSICIAN NETWORK, BRYANLGH HEALTH SYSTEM AND BRYANLGH MEDICAL CENTER AND NOT FOR SERVICES PERFORMED AS MEMBERS OF PHYSICIAN NETWORK'S BOARD. COMPENSATION AMOUNTS REPORTED IN PART VII, SECTION A ARE BASED ON THE CALENDAR YEAR ENDING DECEMBER 31, 2010. OTHER CHANGES IN NET ASSETS OR FUND BALANCES FORM 990, PART XI, QUESTION 5 DESCRIPTION AMOUNT TRANSFERS FROM RELATED ENTITY $2,150,000 TRANSFER OF CORPORATE COST ALLOCATION $ 107,390 DEFERRED TAX BENEFIT $ (3,654) ----------- TOTAL $2,353,736 OVERSIGHT OF CONSOLIDATED AUDIT FORM 990, PART XII, QUESTION 2C BRYANLGH PHYSICIAN NETWORK'S FINANCIAL STATEMENTS WERE AUDITED AS PART OF A CONSOLIDATED FINANCIAL STATEMENT FOR BRYANLGH HEALTH SYSTEM, THE ORGANIZATION'S SOLE MEMBER. THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES OF BRYANLGH HEALTH SYSTEM IS RESPONSIBLE FOR OVERSEEING THE AUDIT OF THE FINANCIAL STATEMENTS, AND THE SELECTION OF THE INDEPENDENT ACCOUNTING FIRM THAT PERFORMS THE AUDIT.